Exhibit 99.2 SETTLEMENT AGREEMENT AND MUTUAL RELEASES THIS SETTLEMENT AGREEMENT

                                                                    Exhibit 99.2

                   SETTLEMENT AGREEMENT AND MUTUAL RELEASES

      THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASES (the "Agreement") is made
and entered into this 9th day of February, 2007, among RUFUS T. DORSEY, IV
(the "Examiner"), Court-approved Examiner for NewPower Holdings, Inc. and TNPC
Holdings, Inc,, and LANNA LEE, formerly known as Lanna Pai ("Lee"), an
individual residing in Houston, Texas.

                                    RECITALS

      The Examiner represents that NewPower Holdings, Inc. ("Holdings"), TNPC
Holdings, Inc. ("TNPC") and The New Power Company ("New Power"; Holdings,
TNPC, and New Power are hereinafter referred to collectively as the "New Power
Parties"), each a Delaware corporation, were created for the stated purpose of
conducting retail marketing and sale of natural gas and electricity to
residential, commercial and industrial customers nationwide and that Holdings
and TNPC are holding companies, while New Power was an operating company.

      The Examiner represents that the corporate existence of the New Power
Parties began with the incorporation by Enron Corp. ("Enron") of EMW Energy
Services Corp. ("EMW") as a Delaware corporation on November 17, 1999, and
that EMW originally was a wholly-owned subsidiary of Enron Energy Services,
LLC.

      The Examiner represents that, when EMW was formed in November, 1999, Lou
L. Pai ("Pai") became, the Chairman of the EMW (later to become Holdings)
Board of Directors. The Examiner represents that, in September, 2001, Pai
resigned as Chairman of the Board and, in February, 2002, resigned from the
Holdings Board entirely.

      The Examiner represents that, during the period from January, 2000
through November, 2000, BMW and its immediate successor, TNPC, Inc., conducted
two (2) private offerings and one (1) public offering of common stock and
warrants and that, in connection with these offerings, EMW ultimately was
reorganized into the New Power Parties, with these equity interests being held
in Holdings, the parent holding company of the New Power Parties.

      The Examiner represents that, in July, 2000, Pai received what, after a
200/1 stock split, became 2,064,400 shares of stock of TNPC, Inc., the
successor of EMW. The Examiner represents that Pai subsequently acquired
additional shares of TNPC, Inc. and then Holdings stock.

      On June 11, 2002 (the "New Power Petition Date"), the New Power Parties
filed voluntary petitions for bankruptcy relief in the United States
Bankruptcy Court for the Northern District of Georgia (the "New Power
Bankruptcy Court"), styled as )n re The New Power Company et al., Case Nos.
02-10835 through 02-10837 (the "New Power Bankruptcy Case"). The New Power
Bankruptcy Case is still pending.


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      Prior to the New Power Petition Date, Pai transferred to Lee, his former
wife, 1,032,000 of the shares in Holdings which the Examiner represents Pai
initially received from TNPC, Inc, the immediate successor of EMW (the "Lee
Shares").

      Lee represents that on or about March 22, 2002, Lee delivered the
Certificates (as such term is defined below) to the Tender and Exchange
Department of The Bank of New York ("TBNY"), pursuant to instructions received
by Lee after her execution of a certain Tender Agreement dated as of February
20, 2002 (the "Tender Agreement"), by and among Centrica plc, a limited
company organized under the laws of England and Wales (referred to as "Buyer"
in the Tender Agreement) and Lee (referred to as "Equity Holder" in the Tender
Agreement). Lee represents that she delivered the Certificates to TBNY based
upon information and belief that the following was true and correct: (i) that
Windsor Corporation was a wholly-owned subsidiary of Centrica plc and had made
an offer to purchase, dated March 1, 2002, (the "Offer to Purchase") any and
all outstanding shares of common stock, par value $.01 per share, of Holdings;
(ii) that Windsor Acquisition Corporation was likely the "Acquisition Sub"
defined in the Tender Agreement; and (iii) that TBNY was the depository under
the Offer to Purchase, Lee represents, upon information and belief, that
Holdings was not acquired and that the Tender Agreement is null and void and
of no further force or effect, and Lee represents that the Certificates were
not returned to her.

      Lee represents and warrants that, as of the execution and delivery of
this Agreement, she is the sole owner of the Certificates and the Lee Shares,
that she has not assigned or conveyed, or purported to assign or convey,
voluntarily or involuntarily, or by operation of law, the Certificates or the
Lee Shares, and that the Certificates and the Lee Shares are not subject to
any encumbrance, claim, lien or interest in favor of a third party,

      On December 2, 2002, the United States Trustee filed a motion in the New
Power Parties' bankruptcy case seeking the appointment of an examiner for
Holdings and TNPC. By Order entered January 13, 2003 (as amended, the
"Examiner Order"), the New Power Bankruptcy Court granted the United States
Trustee's motion and directed the appointment of an examiner.

      On January 16, 2003, the United States Trustee appointed the Examiner,
and, by Order entered January 16, 2003, the New Power Bankruptcy Court
approved the Examiner's appointment.

      On February 12, 2003, the New Power Parties filed a Second Amended
Chapter 11 Plan (the "Second Amended Plan"). That same day the New Power
Bankruptcy Court confirmed the Second Amended Plan solely as this plan related
to New Power and continued the confirmation hearing with respect to Holdings
and TNPC.

      On February 28, 2003, the New Power Bankruptcy Court entered an order
confirming the Second Amended Plan with respect to New Power, On August 15,
2003, the New Power Bankruptcy Court entered an order confirming the Second
Amended Plan with respect to Holdings and TNPC.


                                      2
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      After the "Effective Date" under the Second Amended Plan, the New Power
Bankruptcy Court entered two separate orders (the "Interim Distribution
Orders") approving interim distributions to holders of equity interests in
Holdings,

      Lee's entitlement to receive such distributions was disputed by the
Examiner, and, pursuant to the Interim Distribution Orders, such distributions
were placed in a reserve account ("Reserve Account") pending resolution of
such dispute.

      During the course of the New Power Bankruptcy Case, the Examiner
conducted his investigation relating to Lee and filed an objection to the
allowance of the Lee Shares.

      The parties wish to avoid the risks and expenses attendant to the
litigation and disputes among them, without anyone admitting fault, liability
or wrongdoing, and to settle, once and forever, the rights, claims and demands
which one has against or may have against the other as set forth in this
Agreement.

      NOW, THEREFORE, for and in consideration of TEN DOLLARS ($10.00) in hand
paid each to the other, the mutual covenants contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to be legally bound, agree as
follows:

      1. Definitions. In addition to the terms defined elsewhere in the
Agreement, any capitalized terms shall have the meanings ascribed to them as
set forth below:

      Approval Order shall mean an Order entered by the New Power Bankruptcy
      Court in the New Power Bankruptcy Case in substantially the form of
      Exhibit A, attached hereto, approving this Agreement after such notice
      to creditors and other parties in interest and a hearing as deemed
      appropriate by the New Power Bankruptcy Court.

      Bankruptcy Code shall mean Title 11 of the United States Code, as now in
       effect and as hereafter amended to the extent such amendments are
      applicable to the New Power Bankruptcy Case.

      Bankruptcy Rules shall mean the Federal Rules of Bankruptcy Procedure
      and the local rules of the New Power Bankruptcy Court, as now in effect
      or as hereafter amended to the extent such amendments apply to the New
      Power Bankruptcy Case.

      Certificates shall mean each and every certificate evidencing the Lee
      Shares.

      Claim shall have the meaning set forth in Section 101(5) of the
      Bankruptcy Code.

      Confirmation Orders shall mean the Orders entered February 28, 2003 and
      August 15, 2003 by the New Power Bankruptcy Court confirming the Second
      Amended Plan.


                                       3
<PAGE>

      Effective Date shall mean the date on which the condition to this
      Agreement set forth in Section 2 hereto is satisfied.

      Final Order shall mean an order of a court after which the time to
      appeal, petition for certiorari, or move for reargument or rehearing has
      expired and as to which no appeal, petition for certiorari, or any other
      proceedings for reargument or rehearing shall then be pending or, as to
      which any right to appeal, petition for certiorari, reargue, or rehear
      shall have been waived in writing in form and substance satisfactory to
      the parties or, in the event that an appeal, writ of certiorari, or
      reargument or rehearing thereof has been sought, such order shall have
      been determined by the highest court to which such order was appealed,
      or certiorari, reargument or rehearing shall have been denied and the
      time to take any further appeal, petition for certiorari or move for
      reargument or rehearing shall have expired; provided, however, that the
      possibility that a motion under Rule 59 or Mule 60 of the Federal Rules
      of Civil Procedure, or any comparable rule under the Bankruptcy Rules,
      may be filed with respect to such order shall not cause such order not
      to be a Final Order.

      Interest shall mean the rights of an equity owner of Holdings in
      whatever form, including common stock, preferred stock and any warrants,
      options or other rights to purchase, sell or subscribe to Holdings
      common or preferred stock.

      Person shall mean any individual, partnership, corporation, limited
      liability company, limited liability partnership, joint venture, trust,
      or unincorporated organization or association, any "doing business as"
      entity, any other form of business or commercial entity, or a government
      or any governmental agency or political subdivision.

      2. Condition to Settlement. Except as otherwise stated herein,
notwithstanding the parties' execution and delivery of this Agreement, the
Agreement shall not be effective and shall not be binding upon any of the
parties unless and until the Approval Order becomes a Final Order.

      3. Lee Settlement. By no later than ten (10) days after the Approval
Order becomes a Final Order, Holdings shall disburse to Lee the amount of
$500,000 (the "Settlement Payment") out of the Reserve Account in full and
complete satisfaction of any claim against, interest in or entitlement to
distribution from any of the New Power Parties, their respective estates, or
the Reserve Account. The Settlement Payment shall be delivered pursuant to the
wire instructions contained in Schedule I attached hereto, Subject to and
conditioned upon receipt by Lee of the Settlement Payment, Lee hereby assigns,
transfers and conveys all right, title and interest in and to the Certificates
and t